8-K
filed July 5, 2023, 7:59 PM ET
CIK 0000923571
M&A
confidence high
sentiment neutral
materiality 1.00
US XPRESS ENTERPRISES INC: M&A transaction — U.S. Xpress acquired by Knight-Swift for $6.15/share; stock delisted from NYSE
US XPRESS ENTERPRISES INC
- Merger closed June 30, 2023; each share of U.S. Xpress common stock converted to $6.15 cash.
- All U.S. Xpress directors and officers (CEO, CFO, CAO, Executive Chairman) resigned upon closing.
- U.S. Xpress stock delisted from NYSE; registration to be terminated via Form 15.
- Knight-Swift warns Q2 consolidated operating margins may fall 1,100–1,200 bps YoY due to soft truckload market.
- Knight-Swift plans to update full-year guidance at July 20, 2023 earnings release.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Max L. Fuller departed as Executive Chairman at US XPRESS ENTERPRISES INC.
- Action
- ceased to be
- Role
- Executive Chairman
Exact text from the filing
Max L. Fuller ceased to be the Executive Chairman of U.S. Xpress
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jason Grear departed as Chief Accounting Officer at US XPRESS ENTERPRISES INC.
- Action
- ceased to be
- Role
- Chief Accounting Officer
Exact text from the filing
Jason Grear ceased to be the Chief Accounting Officer of U.S. Xpress
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Eric Peterson departed as Chief Financial Officer and Treasurer at US XPRESS ENTERPRISES INC.
- Action
- ceased to be
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
Eric Peterson ceased to be the Chief Financial Officer and Treasurer of U.S. Xpress
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William E. Fuller departed as Chief Executive Officer at US XPRESS ENTERPRISES INC.
- Action
- ceased to be
- Role
- Chief Executive Officer
Exact text from the filing
William E. Fuller ceased to be the Chief Executive Officer of U.S. Xpress
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
US XPRESS ENTERPRISES INC: Both the articles of incorporation and bylaws were amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, U.S. Xpress’ then existing articles of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
US XPRESS ENTERPRISES INC: U.S. Xpress' articles of incorporation were amended on July 1, 2023 (effective 2023-07-01).
- Change
- charter amendment
- Effective
- 2023-07-01
Exact text from the filing
Pursuant to the Merger Agreement, at 12:01 a.m. Eastern Daylight Time on July 1, 2023, U.S. Xpress’ then existing articles of incorporation were amended.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
US XPRESS ENTERPRISES INC underwent a change of control involving Knight-Swift Transportation Holdings Inc. (closed 2023-06-30).
- Action
- change of control
- Counterparty
- Knight-Swift Transportation Holdings Inc.
- Closing
- 2023-06-30
Exact text from the filing
This Current Report on Form 8-K is being filed in connection with the completion on June 30, 2023 (the "Closing Date") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 20, 2023 (the "Merger Agreement"), by and among U.S. Xpress Enterprises, Inc., a Nevada corporation ("U.S. Xpress" and following the consummation of the Merger, the "Surviving Corporation"), Knight-Swift Transportation Holdings Inc., a Delaware corporation ("Knight-Swift"), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift ("Merger Subsidiary").
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.